Purchaser's Records. This Agreement and all related documents describe the assignment of the Receivables to the Purchaser as a purchase by the Purchaser from the Transferor and evidence the clear intention by the Purchaser to effectuate a purchase of such Receivables. The financial statements and tax returns of the Purchaser will disclose that, under generally accepted accounting principles or for tax purposes, respectively, the Purchaser acquired ownership of the Receivables.
Purchaser's Records. Records pertaining to the logging, manufacture and sale of material covered by the contract shall be open to inspection at any reasonable time by authorized Bureau employees for the purpose of obtaining information of the type used by the Bureau in appraisals and redetermination of stumpage rates. The information so obtained shall be regarded as confidential and the right of inspection shall extend for a reasonable time beyond the expiration date of the contract to provide the Bureau an opportunity to obtain relevant information for the full contract period.
Purchaser's Records. PURCHASER covenants and agrees that, PURCHASER will keep true and accurate records adequate to permit SELLER to monitor PURCHASER’s compliance with the terms and conditions of this Agreement and the License Agreement, and to allow any applicable payments due to SELLER hereunder or under the License Agreement to be computed and verified. Such records shall be made available upon prior written request by SELLER, during business hours, for inspection by an independent accountant who is not the auditor of record for SELLER and who is reasonably acceptable to PURCHASER and who shall be bound by a confidentiality agreement with PURCHASER, to the extent necessary for the determination of the accuracy of the payments made hereunder, and such records shall be retained for a period of three years following the year to which they relate. For the purposes of this Section 5.4, any of the four largest accounting firms in the United States (as of the date of the audit) shall be deemed acceptable to PURCHASER, provided that the firm selected by SELLER is not SELLER’s auditor of record. The accountant shall provide SELLER with a report containing his/her conclusions, but not the inspected records, nor the information contained therein, and shall concurrently provide PURCHASER with such report. PURCHASER shall promptly remit to SELLER the amount of any underpayment * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. discovered by an inspection conducted in accordance herewith, and SELLER shall promptly remit to PURCHASER the amount of any overpayment so discovered to the extent that such overpayment exceeds the cost of the inspection. Each such inspection shall cover no more than the three (3) calendar years prior to the date of the request for inspection, and SELLER shall be entitled to no more than one (1) such inspection per calendar year, provided that, if an inspection reveals an underpayment by PURCHASER of five percent (5%) or greater, then the accountant shall also be permitted to inspect such records covering a two (2) calendar year period preceding the three (3) year period of such inspection. SELLER shall bear the full cost of such inspection unless the audit discloses an underpayment by PURCHASER of five percent (5%) or greater of any applicable royalties due hereunde...
Purchaser's Records. The Purchaser is irrevocably authorized by each Seller to keep records of all purchases hereunder, which records shall be consistent with all information set forth in the Purchase Requests delivered to the Purchaser, and evidence the dates and amounts of purchases and the applicable Purchase Fee.
Purchaser's Records. After the Closing, the Purchaser shall retain all financial records which relate to the Business including, without limitation, books, records, ledgers, files, documents, correspondence, computer discs, reports and similar documents of the Seller with respect to all transactions of the Seller relative to the Business occurring prior to or relating to the Closing, and the historical financial condition, assets, liabilities, operations and cash flows of the Business. The Purchaser shall keep such records at its premises and shall make such financial records available for inspection by the Seller and the Seller's duly appointed representatives, upon reasonable notice for reasonable business purposes at all reasonable times during :normal business hours. After the Closing Date, none of such records will be destroyed by the Purchaser without prior written notice to the Seller to enable the Seller to take possession of or to make copies of such records, and this obligation of the Purchaser shall continue for as long as the Seller has any duty of indemnification or liability to the Purchaser under this Agreement.
Purchaser's Records. Purchaser shall keep true and accurate records, files and books of account containing all the data reasonably required for the full computation and verification of the quantity of Carbon Cold Cathode Products sold or licensed to any party, including any third party, by Purchaser. Following seven days prior written notice to Purchaser, any certified accountant appointed by Seller shall be given access to such records, files and books during usual business hours; provided, however, that such inspection shall be at Seller's expense but shall not occur more often than once every six (6) months. If the audit results indicate that Purchaser has underpaid Seller by ten percent (10%) or more in royalty fees under this Agreement, then Purchaser shall remit to Seller the amount underpaid plus the cost of the examination and audit that led to the discovery that Purchaser had underpaid Seller within ten (10) business days of receiving the results of the audit. If the audit results indicate that Purchaser has underpaid Seller by ten percent (10%) or more in royalty fees under this Agreement, the amount underpaid shall be subject to a two percent (2%) per month late payment charge or such lesser maximum amount as may be allowed under Texas law.
Purchaser's Records. This Purchase Agreement and all related documents describe the sale of the Property to the Purchaser as a purchase by the Purchaser from the Seller and evidence the clear intention by the Purchaser to effectuate a purchase of such Property. The financial statements and tax returns of the Purchaser will disclose that, under GAAP and for tax purposes, respectively, the Purchaser acquired ownership of such Property. The representations and warranties set forth in this Section shall survive each Transfer of the Receivables to the Purchaser. Upon discovery by the Purchaser of a breach of any of the foregoing representations and warranties, the Purchaser shall give prompt written notice to the Seller.
Purchaser's Records. After the Closing, the Purchaser shall retain all Business Information purchased and acquired pursuant to this Agreement, including, without limitation, books, records, ledgers, files, documents, correspondence, computer discs, reports and similar documents of the Seller and the Subsidiary with respect to all transactions of the Seller and the Subsidiary occurring prior to or relating to the Closing, and the historical financial condition, assets, liabilities, operations and cash flows of the Seller and the Subsidiary. The Purchaser shall keep such records at its premises, or other suitable location, and shall make such Business Information available for inspection by the Seller and the Seller's duly appointed representatives, upon reasonable notice requesting access to certain specified Business Information at reasonable times during normal business hours for the following purposes: (a) when such Business Information relates to Tax Returns previously filed or to be filed or which are reasonably necessary to substantiate all entries on such Tax Returns or otherwise reasonably necessary in connection with any audit or other examination of such Tax Returns; (b) when such Business Information is reasonably required by the Seller or the Subsidiary to defend against any liabilities, claims or assessments for which the Seller or the Subsidiary is or may be legally responsible, or for which the Seller or the Subsidiary is required to indemnify the Purchaser or the Parent under this Agreement; and (c) when the Seller can demonstrate a legitimate need for any of the Business Information. After the Closing Date, the Purchaser will not destroy any of the Business Information without prior written notice to the Seller to enable the Seller to take possession of or to make copies of such Business Information prior to the third anniversary of the Closing Date or for so long as the Seller and the Subsidiary have any duty of indemnification or liability to the Purchaser under this Agreement.
Purchaser's Records. 20 SECTION 8. CONDITIONS PRECEDENT ........................................................................................... 20
Purchaser's Records. Purchaser will maintain accurate books and records, during the term of this Agreement and for one (1) year after the termination or expiration of this Agreement, regarding the Sublicensing of the Embedded Products and distribution of the Software Products by Purchaser to all End-Users and Distributors.
